SecProbe.io

February 12 , 2014

Via E -mail
Gal Cohen
Chief Executive Officer
MediWound Ltd.
42 Hayarkon Street
Yavne 8122745, Israel

Re: MediWound Ltd.
Amendment No. 3 to Draft Registration Statement on Form F -1
Submitted January 31, 2013
  CIK No. 0001593984

Dear Mr. Cohen :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

We note that subsequent to the f iling of this amended draft registration statement you
publicly filed a registration on Form F -1.  Please respond to this letter by amending your
registration statement and providing the requested information .  If you do not believe our
comments apply to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Prospectus Summary, page 1

1. We note your response to our prior comment 6.  Please also define the following
scientific terms at their first use in the Prospectus  Summary to provide a reasonable
investor with understanding of such terms:

 “proteolytic;”
 “sepsis;” and
 “ex vivo.”

Gal Cohen
MediWound Ltd.
February 12, 2014
Page 2

 Use of Proceeds, page 42

2. We note your response to our prior comment 12 and the associated revisions to your
registration statement.  Please provide your best estimate as to how far the application of
the proceeds to be dedicated to clinical trials will allow you to go with regard to both the
Phase III trial in the USA and the pediatric trial in the EU.  Please address sufficiency for
these two specific clinical trials rather than sufficiency for clinical trials in general
through 2016.

Capitalization, page 44

3. Please refer to your response to  our prior  comment 13.  Please explain how you
concluded  that it was appropriate to include the f uture royalty obligation to Teva in the
Capitalization table and whether it is expected to be affected by the net proceeds of the
offering.

Dilution, page 45

4. Please remove the ‘pro forma net tangible book value per ordinary share’ line item since
you have revised your disclosures throughout the document to only present ‘pro forma as
adjusted’ amounts.

Notes to Consolidated Financial Statements
Note 12: Financ ial Instruments, page F -21

5. Please refer to your response to our prior comment 30.  Please revise your disclosure to
clarify that prior to the termination of the collaboration with Teva, the fair value of the
derivative instrument related to the Company’s right to repurchase its own shares was
zero.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in  the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Gal Cohen
MediWound Ltd.
February 12, 2014
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Vanessa Robertson  at (202) 551 -3649  or Lisa Vanjoske  at (202) 551 -
3614  if you have questions re garding comments on the financial statements and related matters.
Please contact Christina De Rosa  at (202) 551 -3577  or me at (202) 551 -3715 with any other
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Joshua G. Kierna n, Esq.
 White & Case LLP
1155 Avenue of the Americas
New York, NY 10036